Compliance

Compliance Structure

The Yamaha Motor Group has appointed a Chief Risk and Compliance Officer (CRCO) and established a Global Risk and Compliance Management Committee, chaired by the CRCO and composed of executive officers to create a structure to ensure legal and regulatory compliance throughout the entire Group. The Committee deliberates plans to ensure compliance, and monitors the implementation of those plans and the corporate culture with regard to compliance.

In addition, as a subordinate committee, the group has established the Global Risk and Compliance Steering Committee, which is composed of Risk and Compliance Officers overseeing major regions appointed by the CRCO, and the Risk and Compliance Promotion Meeting, which is composed of division managers of divisions responsible for risk at the headquarters, to deliberate on policies, plans, monitoring, and countermeasures for compliance from a specialized perspective. The results of these discussions are reported along with ESG risks to the Board of Directors by the CRCO as appropriate, and a system that ensures effectiveness is in place.

Specific activities are rolled out in accordance with the Compliance Management Rules, and the CRCO and the Compliance Management section manage activities throughout the entire Group.

As a way to ensure that compliance is incorporated into the corporate culture, Groupwide compliance awareness surveys are carried out each year to confirm the effectiveness of compliance measures, including the degree of understanding and scope of implementation of the Code of Ethics, the extent to which reporting lines and hotlines are used, and the effectiveness of training programs.

Based on the results of these surveys and social trends, the Code of Ethics Guidebook is updated annually, and the Code of Ethics is reviewed regularly.

Code of Ethics

The Yamaha Motor Group has formulated and disseminated throughout the Group its Code of Ethics, which stipulates standards of behavior to be observed based on the Company Pledge, passed down since the Company’s foundation, and the Management Principles. The Code has been translated into local languages at overseas Group companies, and an educational video has been prepared in 11 languages for use in training at Group companies to further familiarize all employees with the Code of Ethics. Group companies also hold training sessions on the Code of Ethics for new employees.

In the 2024 compliance awareness survey, in response to the question, “Do you believe you fully understand the contents of the Code of Ethics?,” 81% of respondents answered “Yes” while 3% answered “No.”

The Code of Ethics［PDF］

Compliance Risk Assessment

A Groupwide risk assessment is carried out each year to identify the common compliance risks that need to be recognized, including bribery and corruption, cartels, security-related export controls, the protection of personal information and the protection of human rights. These risks are then assessed at individual operating divisions and Group companies, appropriate countermeasures are implemented, and their implementation status is monitored.

As a result of this evaluation, based on an estimated amount at the end of the year, a provision is made for fines and out-of-court settlements that are likely to occur in future, such as for lawsuits and violations of laws and regulations, including lost lawsuits caused by events (including ESG-related matters) that occurred before the period in question.
Whether that amount is disclosed or not (including as an annotation) is determined on a case-by-case basis depending on its importance to the consolidated balance sheet.
In the past three years, there have been no instances of disclosed out-of-court settlements.

Compliance and Legal and Regulatory Training

A compliance activity plan is formulated each year, and various opportunities are used to conduct compliance training based on this plan.

a. Compliance training as part of level-specific training

All new employees – both new graduates as well as mid-career hires – and temporary staff take compliance training that focuses on the Code of Ethics when they join the Company. In addition, when an employee is newly promoted to a managerial or supervisory position, division manager, or head of a business site, they take compliance training focused on that position or function each year or as required. This training includes examples of harassment, and how to respond when cases are brought to their attention for consultation.

Thanks to activities like these, in the 2024 compliance awareness survey, in response to the question, “When you are unsure of something in the course of your work, do you place top priority on compliance?,” 90% of respondents answered “Yes” and 1% answered “No.”

b. Compliance training for all employees

All persons who work for Yamaha Motor take compliance training, with the aim of each employee creating a model that will earn the trust of society for the Company as a whole by practicing compliance. In addition, management and management-level employees who are primarily engaged in operating activities undergo compliance training in an effort for top management themselves to demonstrate compliance. This training includes Group Compliance Case Studies carried out by the Global Executive Committee (GEC) made up of the leaders of key Group locations, the Global Compliance Meeting organized yearly for the management of Group companies, and the executive officer compliance training held every year on selected topics.

c. Specialized training on laws and regulations

Group training programs covering laws and regulations deemed to entail significant risk in the execution of the Company’s business activities are carried out annually on select topics. Our legal and regulatory training in 2024 included such topics as ”human rights protection,” “the Antimonopoly Act,” “bribery of public officials,” “protection of personal information,” “import/export controls,” “Subcontracting Act,” “prevention of insider trading,” “control of substances of concern,” “harassment” and “cybersecurity.“ In addition to group training sessions, we also use e-learning to provide education in a wide range of fields beyond those mentioned above, such as “sustainability,” “security-related export controls,” and “information management.”

In the 2024 compliance awareness survey, in response to the question, “Do you consider the Company’s compliance training to be meaningful?”, 77% of respondents answered “Yes” and 5% answered “No.”

Training in the Code of Ethics, training about the Group's major risks, and other legal and regulatory training is also carried out at overseas Group companies, and the results are monitored by the company.

Whistle-Blowing Systems (Compliance Hotlines)

The Yamaha Motor Group has a whistle-blowing system for reporting violation of laws and regulations and acts that may be in violation of the Code of Ethics.

As of the “Yamaha Motor Group Compliance Hotline” for Yamaha Motor and domestic Group companies and the “Global Compliance Hotline” for overseas Group companies, both hotlines are operated by external specialized organizations, which accept reports anonymously, thereby creating an environment that facilitates reporting.
Reports that we receive through the hotline are managed strictly as confidential information based on our internal rules. In carrying out investigations, we give consideration to protection of the personal information of the person making the report as well as that of the person who is the target of the report, while ensuring the confidentiality of matters related to the case in question. In the case that misconduct is revealed through investigations, strict punishments are carried out. At the same time, we promptly execute corrective action as well as take measures to prevent recurrence. Through such response, we work to prevent the occurrence of illegal acts and misconduct and enable their early discovery.

To protect whistle-blowers, internal rules clearly state that no directors/officers/employees of the company and the company’s group companies shall treat the person making a report disadvantageously in any manner because the person made the report. We are striving to create a system and culture of compliance by ensuring employees have a deep understanding of the whistle-blowing system, and enabling rapid and proper functioning of the system.

In addition, Yamaha Motor has established the “Fair Business Hotline” for reports from suppliers and the “Human Rights Hotline” for external stakeholders and is working to correct and remedy issues.

The number of hotlines (including consultations) received in 2024 was 247, and below is the breakdown of the hotlines.

Whistle-blowing systems have also been established and operated individually at major Group companies, based on the local laws and regulations and other circumstances specific to each respective company.

Anti-Corruption

The Yamaha Motor Group has declared its commitment to anti-corruption in its Sustainability Basic Policy. Furthermore, in the Code of Ethics that stipulate the standards of behavior expected of employees and executives, we have declared our intention to limit the entertainment and exchange of presents with public officials and always maintain healthy and transparent relationships with them.

Yamaha Motor Group also signed the “United Nations Global Compact” that aims to eliminate corruption, and further explicitly prevents corruption in the “the Sustainability Guideline for Suppliers”, working together with the entire supply chain of Yamaha Motor Group to combat bribery.

To promote these initiatives more thoroughly at the global level, we have formulated the Yamaha Motor Group Anti-Bribery Policy and are pursuing activities in line with it.

Compliance with Anti-Monopoly Law and Competition Law

The Yamaha Motor Group has declared its commitment to executing its business with fairness and integrity in its Sustainability Basic Policy. Additionally, in the Code of Ethics that stipulate the standards of behavior expected of employees and executives, we have declared our intention to comply with antitrust and competition laws, refuse to pursue profits through dishonest or illegal means and engage in fair business practices.
Furthermore, “the Sustainability Guideline for Suppliers” explicitly states to comply with competition laws, working together with the entire supply chain of Yamaha Motor Group to pursue fair trade. Yamaha Motor Group established the “Yamaha Motor Group Competition Law Compliance Policy” to further promote these efforts on a global scale and pursues various activities.

The Yamaha Motor Group makes further efforts to prevent cartels or bid rigging by developing and managing rules for contacting competitors. At the same time, we organize group training on laws and regulations, and individual training for persons concerned (in particular, persons at potentially high risk such as those scheduled for overseas assignments). We also conduct regular monitoring to ensure thorough compliance with the Antimonopoly Act and other competition laws.

There were no significant legal violations, penalties, surcharges, etc. related to anti-monopoly law or competition law in 2024.

Thorough Import and Export Management

Compliance with the rules of international trade and import/export regulations in individual countries is indispensable to Yamaha Motor Group's global business activities. Since we are especially involved in activities that require security export controls, appropriate import and export declarations, freight security controls and controls on chemical substances contained in products, we have established the Trade Control Group Guidelines, based on which we establish regulations and by-laws, transfer information through liaison meetings and other means, provide regular and comprehensive training and perform monitoring.

As one aspect of training for those engaged in trade, we encourage employees to take the STC Associate*1 examinations and we have had successful candidates each year. We continue our initiatives to prevent the order, import, transfer and supply of goods which are confirmed to contain substances prohibited for use in manufacturing*2 or where the inclusion of such substances cannot be confirmed.

※1

A practical accreditation exam for security trade control conducted by the Center for Information on Security Trade Control (CISTEC), a non-profit and non-governmental organization

※2

Substances indicated in Item 1, Article 16 of the Enforcement Order of Industrial Safety and Health Law

Ensuring the Thorough Execution of Certification Operations

In June 2024, we disclosed two inappropriate incidents that were discovered related to certification applications for motorcycles (Japanese specifications)^*1. We take these incidents seriously and deeply regret them. To ensure such situations do not occur again, we conducted a thorough investigation and formulated countermeasures, which we reported to the Ministry of Land, Infrastructure, Transport, and Tourism (MLIT).

In addition to maintaining the recurrence preventive measures, we are committed to strengthening our certification operations to correspond to the revised and newly established regulations on vehicle type designation rules (MLIT notification on March 31, 2025).

Specifically, we have appointed MATSUYAMA, Satohiko, a director from the board members to oversee and take control over the certification operations.

By enhancing the system for certification operations, we will continue to provide high-quality products that comply with regulations in various countries to our customers.

※1

In appropriate Handling of Motorcycle Testing and Certification Applications – News Release